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The following is an excerpt from a DEF 14A SEC Filing, filed by SANTA BARBARA BANCORP on 3/20/1998.
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PACIFIC CAPITAL BANCORP /CA/ - DEF 14A - 19980320 - PERFORMANCE_GRAPH

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the Company's cumulative total shareholder return on its outstanding common stock, stated as if a $100 initial investment had been made at the beginning of the period, including reinvestment of dividends, utilizing a measurement period beginning on December 31, 1992 through December 31, 1997, measured against (i) the Standard & Poor's 500 Stock Index and (ii) SNL Banks (Western) Index as obtained from SNL Securities LC.

SANTA BARBARA BANCORP

Total Return Performance

Period Ending           Santa Barbara Bancorp     S&P 500       SNL Banks (Western) Index
-------------           ---------------------     -------       -------------------------
12/31/92                        100.00            100.00                 100.00
12/31/93                        118.31            110.08                 114.57
12/31/94                        140.18            111.53                 113.43
12/31/95                        171.72            153.44                 190.22
12/31/96                        248.69            188.52                 270.43
12/31/97                        429.07            251.44                 398.65

*Santa Barbara Total Return calculated using dividends and prices supplied in part by the company.

17

SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)

The firm of Arthur Andersen, LLP served as independent certified public accountants for the Company and the Bank with respect to the calendar year 1997, and has been recommended by the Board to be the Company's and the Bank's accountants for calendar year 1998. It is expected that one or more representatives of Arthur Andersen, LLP will be present at the meeting, and will be given the opportunity to make a statement, if desired, and to respond to all appropriate questions.

Audit services performed by Arthur Andersen, LLP for the year ended December 31, 1997 consisted of examination of the financial statements of the Company, the Bank and its employee benefit plans, certain services related to filings with the Securities and Exchange Commission, and consultation on matters related to accounting and financial reporting. In addition to these services, Arthur Andersen, LLP performed certain non-audit services consisting primarily of consultation on matters relating to the preparation of tax returns, the total fees for which amounted to approximately 40.1% of the total fees for services paid to Arthur Andersen, LLP for the year ended December 31, 1997. All such services were approved by the Company's Audit Committee, which has determined the firm of Arthur Andersen, LLP to be fully independent of the operations of the Company.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Company's Board of Directors recommends that the shareholders approve Arthur Andersen, LLP to serve as independent certified public accountants for the Company for the calendar year 1998. The affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting will be required to approve this action.

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18

CERTAIN TRANSACTIONS

Some of the Directors of the Company and the companies with which they are associated are customers of, and have had banking transactions with the Bank in the ordinary course of the Bank's business, and the Bank expects to have banking transactions with such persons in the future. In Management's opinion, all loans and commitments to lend included in such transactions were made in the ordinary course of the Company's business and in compliance with applicable laws on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with other persons of similar creditworthiness and, in the opinion of Management, did not involve more than a normal risk of collectability or present other unfavorable features. The aggregate amount of all such loans and credit extensions outstanding as of December 31, 1997, to all Directors and Executive Officers, together with their associates and members of their immediate family, was approximately $909,652, constituting approximately .76% of Company's stockholders' equity. The Company has a very strong policy regarding review of the adequacy and fairness to the Bank of loans to its Directors and officers.

Donald M. Anderson, Chairman of the Board and Director of the Company, is a general partner in Pueblo Associates, from which the Company leases space at 1021 Anacapa Street for its executive headquarters and the housing of administrative functions of the Bank. The lease, covering 28,957 square feet of space, was restated in 1994 for a term of five (5) years with four (4) five (5) year options to renew. The lease payments to Pueblo Associates totaled $512,467 during 1997. In the Company's opinion the lease is comparable to an "arms length" negotiated lease.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's Directors and Executive Officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock of the Company. Officers, Directors and greater than ten-percent stockholders are required by Securities and Exchange Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file.

To the Company's knowledge, based on review of the copies of such reports furnished to the Company, written representations that no other reports were required during the fiscal year ended December 31, 1997 and other information available to the Company, all Section 16(a) filing requirements applicable to its officers, Directors and greater than ten-percent beneficial owners were timely filed.

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